Common use of Replacement of Lender Clause in Contracts

Replacement of Lender. If any Lender does not consent to a requested waiver or amendment hereof that is consented to by the Requisite Lenders, then Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.8), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.8(d), (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); and (c) such assignment does not conflict with applicable Laws. No Lender shall be required to make such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Borrower to require such assignment and delegation cease to apply.

Replacement of Lender. If any Lender does not consent (a) requests compensation under §§5.6 or 5.7, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to §5.6, or (b) is a requested waiver or amendment hereof that is consented to by the Requisite LendersDelinquent Lender, then Borrower CAI may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.8§15), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.8(d),§15.1.2; (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Credit Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under §5.9) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); and; (c) in the case of any such assignment resulting from a claim for compensation under §§5.6 or 5.7 or payments required to be made pursuant to §5.6, such assignment will result in a reduction in such compensation or payments thereafter; (d) and such assignment does not conflict with applicable Lawslaws. No A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lender. If any Lender does not consent (a) requests compensation under §§5.6 or 5.7, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to §5.6, or (b) is a requested waiver or amendment hereof that is consented to by the Requisite LendersDelinquent Lender, then Borrower CAI may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.8§15), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) Borrower the Borrowers shall have paid to the Administrative Agent the assignment fee specified in Section 11.8(d),§15.1.2; (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Credit Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under §5.9) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Borrowers (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under §§5.6 or 5.7 or payments required to be made pursuant to §5.6, such assignment will result in a reduction in such compensation or payments thereafter; and (cd) such assignment does not conflict with applicable Lawslaws. No A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Borrower the Borrowers to require such assignment and delegation cease to apply.

Replacement of Lender. If In the event that a Replacement Event occurs and is continuing with respect to any Lender does not consent Lender, the Borrowers may designate another financial institution (such financial institution being herein called a "Replacement Lender") acceptable to a requested waiver or amendment hereof that is consented to by the Requisite Lenders, then Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require and which is not a Borrower or an Affiliate of a Borrower, to assume such Lender's Commitments hereunder, to purchase the Loans and participations of such Lender to assign and delegatesuch Lender's rights hereunder, without recourse (in accordance with and subject to the restrictions contained in, and consents required or representation or warranty by, Section 11.8)or expense to, all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.8(d), (b) such Lender shall have received payment of an amount for a purchase price equal to the outstanding principal amount of its Advances, accrued interest thereon, accrued fees and all other amounts the Loans payable to it such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees owing to such Lender, and upon such assumption, purchase and substitution, and subject to the execution and delivery to the Administrative Agent by the Replacement Lender of documentation satisfactory to the Administrative Agent (pursuant to which such Replacement Lender shall assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); and (c) such assignment does not conflict with applicable Laws. No Lender shall no longer be required a party hereto or have any rights hereunder provided that the obligations of the Borrowers to make such assignment or delegation if, prior thereto, as a result of a waiver by indemnify such Lender with respect to any event occurring or otherwise, the circumstances entitling Borrower to require obligations arising before such assignment and delegation cease to applyreplacement shall survive such replacement.

Replacement of Lender. If any Lender does not consent requests compensation under Section 4.04, or if a Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 4.01, or if any Lender is a requested waiver or amendment hereof that is consented to by the Requisite LendersDefaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.813.12), all of its interests, rights and obligations under this Credit Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower shall have paid to the Administrative Agent a processing and recordation fee in the assignment fee specified in Section 11.8(d),amount of $3,500; (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 4.04 or payments required to be made pursuant to Section 4.01, such assignment will result in a reduction in such compensation or payments thereafter; and (cd) such assignment does not conflict with applicable Laws. No A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lender. If any Lender does not consent (a) requests compensation under §§5.6 or 5.7, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to §5.6, or (b) is a requested waiver or amendment hereof that is consented to by the Requisite LendersDelinquent Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.8§15), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.8(d),§15.1.2; (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under §5.9) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under §§5.6 or 5.7 or payments required to be made pursuant to §5.6, such assignment will result in a reduction in such compensation or payments thereafter; and (cd) such assignment does not conflict with applicable Lawslaws. No A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lender. If any Lender does not consent requests compensation under Section 1.6.4 or due to a requested waiver or amendment hereof that is consented to by the Requisite Lenderschange in its LIBOR Reserve Percentage then, so long as no Default shall then be continuing, Borrower may, at its sole expense and effort, upon written notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (pursuant to the form of Assignment and Assumption attached hereto as Exhibit “L” and in accordance with and subject to the restrictions contained inin Section 6.5, and consents required by, Section 11.8)including the consent right of Administrative Agent, all of its interests, rights and obligations under this the Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: that (ai) the Borrower shall have paid to the Administrative Agent the assignment processing and recordation fee specified in Section 11.8(d), 6.5, (bii) such Lender shall have received payment of an amount equal to the outstanding principal of its AdvancesLoan, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents Documents, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the and Borrower (in the case of all other amounts); and , and (ciii) such assignment does not conflict with applicable Lawslaw. No A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling entitled Borrower to require such assignment and delegation cease to apply.

Replacement of Lender. If any Lender does not consent gives notice of illegality pursuant to a requested waiver Section 2.3(h) or amendment hereof that requests compensation under Section 2.6, or if the Borrower is consented required to by pay any additional amount to any Lender or any Governmental Authority for the Requisite Lendersaccount of any Lender pursuant to Section 2.8, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agenteach other Lender, require such Lender to assign and delegatetransfer all (but not less than all) Senior Secured Notes held by it, without recourse and pursuant to an Assignment and Acceptance (in accordance with and subject to the restrictions contained in, and consents required by, in Section 11.87.3), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume all of such Lender's obligations under this Agreement (which assignee may be another Lender, if a Lender accepts willing to accept such assignment), provided that: but (in each case) only if (a) Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.8(d), (b) such Lender shall have has received payment of an amount equal to 100% of the principal balance and all accrued and unpaid interest outstanding principal of its Advances, accrued interest thereon, accrued fees on such Senior Secured Notes and all other amounts payable Note Liabilities outstanding to it hereunder and under the other Loan Documents such Lender, from the assignee (to the extent of such outstanding principal and accrued interest and feesinterest) or the Borrower (in the case of all other amounts); and Note Liabilities) and (cb) in the case of any such assignment does not conflict with applicable Lawsresulting from a claim for compensation under Section 2.6 or payments required to be made pursuant to Section 2.8, such assignment will 40 result in a reduction in such compensation or payments. No A Lender shall not be required to make any such assignment or delegation and transfer if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation transfer cease to apply.

Replacement of Lender. If any Lender does not consent gives notice of illegality pursuant to a requested waiver Section 2.3(h) or amendment hereof that requests compensation under Section 2.6, or if the Borrower is consented required to by pay any additional amount to any Lender or any Governmental Authority for the Requisite Lendersaccount of any Lender pursuant to Section 2.8, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agenteach other Lender, require such Lender to assign and delegatetransfer all (but not less than all) Senior Secured Notes held by it, without recourse and pursuant to an Assignment and Acceptance (in accordance with and subject to the restrictions contained in, and consents required by, in Section 11.87.3), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume all of such Lender's obligations under this Agreement (which assignee may be another Lender, if a Lender accepts willing to accept such assignment), provided that: but (in each case) only if (a) Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.8(d), (b) such Lender shall have has received payment of an amount equal to 100% of the principal balance and all accrued and unpaid interest outstanding principal of its Advances, accrued interest thereon, accrued fees on such Senior Secured Notes and all other amounts payable Note Liabilities outstanding to it hereunder and under the other Loan Documents such Lender, from the assignee (to the extent of such outstanding principal and accrued interest and feesinterest) or the Borrower (in the case of all other amounts); and Note Liabilities) and (cb) in the case of any such assignment does not conflict with applicable Lawsresulting from a claim for compensation under Section 2.6 or payments required to be made pursuant to Section 2.8, such assignment will result in a reduction in such compensation or payments. No A Lender shall not be required to make any such assignment or delegation and transfer if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation transfer cease to apply.

Replacement of Lender. If any Lender does not consent requests compensation under Section 3.1 or Section 3.2, or if any Borrower is required to a requested waiver pay any Indemnified Taxes or amendment hereof that is consented additional amounts to by any Lender or any Governmental Authority for the Requisite Lendersaccount of any Lender pursuant to Section 3.5, or if any Lender becomes Defaulting Lender, then Borrower the Borrowers may, at its their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 11.812.01), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.1, 3.2 or 3.5) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: that (ai) Borrower the Borrowers shall have paid to received the prior written consent of the Administrative Agent the assignment fee specified in Section 11.8(d), Agent, which consent shall not unreasonably be withheld, (bii) such Lender shall have received payment of an amount equal to the outstanding principal of its AdvancesLoans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents Documents, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Borrowers (in the case of all other amounts); and , (ciii) such assignment does not conflict with applicable Lawslaw and (iv) in the case of any such assignment resulting from a claim for compensation under Section 3.1 or 3.2 or payments required to be made pursuant to Section 3.5, such assignment will result in a reduction in such compensation or payments. No A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Borrower the Borrowers to require such assignment and delegation cease to apply.

Replacement of Lender. If any Lender does not consent requests compensation under Section 3.1 or Section 3.2, or if the Borrower is required to a requested waiver pay any Indemnified Taxes or amendment hereof that is consented additional amounts to by any Lender or any Governmental Authority for the Requisite Lendersaccount of any Lender pursuant to Section 3.5, or if any Lender becomes Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 11.812.01), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.1, 3.2 or 3.5) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that: that (ai) the Borrower shall have paid to received the prior written consent of the Administrative Agent the assignment fee specified in Section 11.8(d), Agent, which consent shall not unreasonably be withheld, (bii) such Lender shall have received payment of an amount equal to the outstanding principal of its AdvancesLoans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents Documents, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); and , (ciii) such assignment does not conflict with applicable Lawslaw and (iv) in the case of any such assignment resulting from a claim for compensation under Section 3.1 or 3.2 or payments required to be made pursuant to Section 3.5, such assignment will result in a reduction in such compensation or payments. No A Lender shall not be required to make any such assignment or and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lender. If any Lender does not consent to a requested waiver or amendment hereof that is consented to by the Requisite Lenders, then Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.8), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.8(d11.8 (d), (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); and (c) such assignment does not conflict with applicable Laws. No Lender shall be required to make such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Borrower to require such assignment and delegation cease to apply.

Replacement of Lender. If any Lender does not consent (a) requests compensation under §§5.6 or 5.7, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to §5.6, or (b) is a requested waiver or amendment hereof that is consented to by the Requisite LendersDelinquent Lender, then Borrower CAI may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.8§15), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.8(d),§15.1.2; (b) such Lender shall have received payment of an amount equal to the outstanding principal of its AdvancesTerm Loans, accrued interest thereon, accrued fees and all other amounts (including, without limitation, any Breakage Loss) payable to it hereunder and under the other Loan Documents (including any amounts under §5.9) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Borrowers (in the case of all other amountsamounts (including, without limitation, any Breakage Loss)); (c) in the case of any such assignment resulting from a claim for compensation under §§5.6 or 5.7 or payments required to be made pursuant to §5.6, such assignment will result in a reduction in such compensation or payments thereafter; and (cd) such assignment does not conflict with applicable Lawslaws. No A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of Lender. If any Lender does not consent (a) requests compensation under §§5.6 or 5.7, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to §5.6, or (b) is a requested waiver or amendment hereof that is consented to by the Requisite LendersDelinquent Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.8§15), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.8(d),§15.1.2; (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Credit Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under §5.9) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under §§5.6 or 5.7 or payments required to be made pursuant to §5.6, such assignment will result in a reduction in such compensation or payments thereafter; and (cd) such assignment does not conflict with applicable Lawslaws. No A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.